Let's Talk
by PixelEm
Summary: "I… I… I'm sorry, Mater…" It took everything in him to not scream it. "I… I'm so sorry. For everything." (AU - Sequel to Backstabber)


**Hello again all you beautiful** **Cars** **fans :3 Welcome to the sequel to my other** **Cars** **one-shot,** **Backstabber** **(I also just realized: my very first published fic for my personal favorite animated movie series involves my favorite character screaming in an angry rage at his best friend. Never thought I'd ever hear myself say that XD)**

 **Anyhow, I'm** _ **so**_ **happy Mater's rant seemed believable in the other fic. I was legitimately scared I'd get hate from writing that scene, so I greatly appreciate everyone's constructive criticism :3**

 **BTW, a lot of you were suggesting that I write something in which McQueen actually does get hit with the beam and we follow Mater in the aftermath. While that** _ **is**_ **a really interesting premise (I mean, characterization** _ **a-hoy)**_ **I feel like if I did write that, it would be way too close to another** **Cars** **fic,** **Back-up Plan** **by Mighty-ANT (whom you should DEFINITELY check out if you're a** **Cars 2** **fan…) Again,** _ **very**_ **good idea, I just want to write something a little more unique for me.**

 **BTW #2, I'd just like to say there's a tiny bit more minor swearing in this one. That's not why this is rated T though – that's more the fault of the self-esteem issues that're coming up.**

 **Now, with all that out of the way, please enjoy! :D**

 **DISCLAIMER: I'm pretty sure John Lasseter would sooner release a movie unfinished than give** **Cars** **or any of its brilliant characters to some random fangirl. Just sayin'.**

Lightning McQueen couldn't help but believe that the last week of the World Grand Prix had been simultaneously one of the best and worst weeks of his life.

On one side of the spectrum, in just one day his best friend saved his life (numerous times, in fact), saved the entire world from a psychotic Range Rover and his followers, and, just mere hours ago, got knighted by the Queen of freaking England.

The racecar sat at an empty table near the window, giving him a perfect view of the restaurant's outside lounge. Chatter from patrons at the nearby bar filled his eardrums, and his can of oil still sat untouched in front of him, but like any of that could distract him. The spectacle he had his eyes locked on held his attention far too much.

A group of cars surrounded Mater outside, admiration gleaming in their eyes. McQueen couldn't quite hear what they were saying to his friend, but from how many of them couldn't stop bouncing and grinning like fools, he imagined it had something to do with his act of heroism earlier that day.

And Mater… McQueen wasn't sure if he'd ever seen the tow truck look so happy.

He was gesturing with his tires as he explained his adventure to his audience, an enormous grin piercing his grill the entire time.

The sight brought a surge of warmth through McQueen's engine. The racecar let out a contented sigh, his lips curling into a smile.

 _"He's having the time of his life,"_ he thought, _"He's just so happy…"_

"Do you realize how lucky of a car you are?"

An accented voice snapped McQueen from his elated daze. He reversed, mumbling "Hm?"

A polished purple Jaguar was approaching him. A small grin pulled at her lips. "Hello, McQueen," she said once she was close enough to him. She arched an eyerim. "You _are_ the famous Lightning McQueen, aren't you?"

McQueen's engine skipped a beat with recognition. "Oh, hey," he said, angling himself to make room for her, "You're one of Mater's spy friends, right?"

She gave a curt nod. "Indeed. Holley Shiftwell. I believe Mater has mentioned me?"

McQueen recalled earlier that day, just after the knighting ceremony, when Mater first introduced the Jaguar to him. He remembered the childlike nervousness in Mater's voice as he'd said her name, as well as the tiniest hint of a blush under his layers of rust. McQueen chuckled at the memory.

"Yeah. He's mentioned you. Say, where's that other – ?"

"'Ello there, McQueen."  
This time McQueen nearly leapt out of his frame. He gave a small squeak of alarm as he reversed, almost knocking his back fender straight into Holley.

There sat the silvery Aston Martin, his facial expression mirroring the Jaguar's. He barked a short laugh as he watched the racecar attempt to steady his engine's rapid thumping. "Sorry about that. We spies are specially trained to have that effect on cars."

Holley scoffed and rolled her eyes. "Oh stop it, Finn. Anyway," she directed her attention back to McQueen, "you never answered my question."

McQueen blinked. "Um… I'm sorry, I- "

"'Do you realize how lucky of a car you are?'" Holley repeated, saying it as if the answer was the most rudimentary of facts. She gestured towards the window. "Do you realize how lucky you are to have _him_ as your best friend?"

That's when it clicked.

McQueen looked back outside, watching as Mater detailed even more of his adventure to a new set of cars, all listening intently to everything he had to say.

"Oh…" the racecar mumbled. "Oh, yeah…"

"I will admit, I never expected it from a car like him." Holley continued, "I mean, when I first met him I honestly thought it was a joke. But then he turned out to be the only reason our mission was a success. He's off in his own world a bit, but he's bloody smart when you give him the chance."

McQueen grunted in agreement. "Mm… I know…"

"He's such an honest bloke too." Finn chimed in, "He was so desperate to save you, McQueen. As soon as he found out the Lemons wanted to kill you, he was off like a shot. Even though he knew he wasn't really a spy, he kept going. Just because he wanted to help you."

Then Finn paused. He clucked his tongue lightly as he thought.

"Actually…" he carried on, "Knowing him now, I'm certain he just wants to help _everyone_. If I'm honest with you, he's one of the kindest chaps I've ever met in my life." Finn nudged McQueen's fender, giving him an earnest smile. "You've got a bloody great best friend, McQueen."

McQueen smiled back, not once taking his eyes off of the scene outside. "Heh. Thanks…" He watched as Mater halted his story to bring a tire up high and then slam it back down into the floor. His mouth contorted, forming a "BAM" or "POW" shape. Whichever noise he made, it managed to arouse a chorus of laughter from his audience.

 _"Yeah,"_ McQueen added silently, _"He really is fantastic, isn't he?"_

That was when Holley started giggling. Her frame shook with laughter as she pointed with a tire. "He really loves telling those stories of his, doesn't he?"

"Oh, are you kidding me?" McQueen blurted, his voice tinged with incredulity. "Mater freaking _lives_ to tell those things! Back at home, he comes up with a new one almost every week. I swear, he must have a whole notebook or something dedicated to his ideas stashed in his house somewhere."

Then Holley surprised McQueen with a soft _sigh_ , of all things. "I wouldn't be surprised…" she said, shaking her cab lightly as she continued staring out the window.

McQueen checked her; her emerald eyes glistened with the exact same admiration as the cars that surrounded Mater – no, wait a second. Was that…? Was that… _affection?_ Now that McQueen analyzed it, her facial expression looked uncannily similar to the looks Sally would often give him after they finished a date.

McQueen's engine fluttered with the realization.

 _"She might like him… She just might_ like _him…"_

Finn grunted loudly then, pulling the racecar from his thoughts. "Come on, Holley," he said, already starting to reverse, "We must be off."

McQueen nodded. "I get it. Well, it was really nice to meet you Finn, Holley. Thanks for taking care of Mater for me."

As she made her way to Finn's side Holley nudged McQueen's fender. "You're very welcome," she said, flashing him one last kind smile, "And you keep taking care of him for _us_."

After a few last quick waves the two spies disappeared, leaving the stock car alone with his thoughts once more. He faced the window. His eyes found his best friend again.

Then his smile faded. A dull ache spread throughout his framework, extending to the tips of his tires.

Because that talk with Holley and Finn just reminded him of the reason why the past week was one of his very worst.

McQueen decided that, after listening to Holley and Finn's comments, those two could very likely ace a quiz on the tow truck's complexities. They'd covered every beat – his compassion, his charm, his creativity, his sheer need to be there for his friends – sometimes not even his friends, but random strangers. He just had that kind of nature.

Mater deserved a friend like Finn, and a girlfriend like Holley – cars who could see past his clueless, seemingly idiotic exterior, and find the fun-loving gentlecar he truly was.

" _But not…"_ McQueen sighed as he thought it, his engine growing heavy.

"… _not friends like me…"_

He shut his eyes.

There they were again. The images. The memories. Always vivid, always the exact same details.

First he hears his own voice, razor sharp with fury, spraying profanities and hateful words. He sees Mater, heartbreak apparent in every one of his features; his sagging tow cable, his frame so low on his chassis that it nearly touched the floor, his bottom lip quivering ever so slightly, his bright green eyes looking as if they are to start spewing tears at any second. But McQueen always keeps going, every new sentence presented like a dagger steeped in poison, ripping his best friend's innocent spirit to shreds.

Once he finishes the rant it always went dead silent. Mater continues to stare at him, his jaw hanging open, his eyes looking the racecar over.

Then, within a split-second, Mater's expression hardens. His eyerims furrow. A look of betrayal crosses his features – his eyes gleam with newfound rage.

Then Mater breaks out his own set of daggers.

 _"What have Ah ever done tah you!?_ _Ah've never done_ anythin' _tah you!"_

 _"_ You _couldn't find it in ya tah forgive me, even after Ah tried tah explain that it was just a mistake!"_

 _"Yer ego must be_ damn _overblown!"_

 _"You'd never what? Wanna strangle me just fer… existin'!?"_

 _"Yah never really loved me, didja!?"_

 _"Can't have a stupid, rusted_ fool _clingin' to yer side yer whole life, can yah!?"_

McQueen opened his eyes. It still scared him. Tow Mater, proud friend-to-all, the kindest soul the racecar knew… had turned into _that._ He'd had enough. McQueen had finally crossed the line. He'd been hurt–

No. No, no, big fat N-O, McQueen scolded himself.

 _He_ hurt him. He'd caused Mater's anger. His pain.

" _All he ever did was care about me…"_

Yet another image flashed in McQueen's head: Mater, in the streets of London, with an explosive embedded into his air filter, revealed to McQueen that he now knew exactly what others thought of him. He refused to be the hero – he simply didn't feel like one. McQueen remembered how much sincerity he'd put into his voice as he'd explained how insignificant those other opinions were, that he was still an amazing individual even if he seemed ignorant and possibly even stupid at first glance.

He remembered the only words in his speech that'd sounded remotely like an apology: _"I was wrong before."_

That was it. Nothing else. Zip, zilch. Nada.

McQueen let out a sigh, sinking low on his tires.

" _That wasn't enough. It couldn't have been enough. There's no way he's forgiven me after that – especially with how much he_ hated _me back in Porta Corsa…"_

McQueen's eyerims furrowed. He sucked in a long breath, let it out, and rose up on his tires. He made his way towards the door that led outside, to the patio where Mater sat. Determination flooded his inner workings.

" _I gotta talk to him."_

He waited until Mater waved goodbye to his current audience. Then he pushed the door open.

"Uh… Uh- Hey, Mater?" McQueen called as he approached his friend.

"Huh?" Mater turned around. As soon as his gaze landed on him, his standard goofy grin pulled at his lips. "Oh, howdy dere, McQueen!" As soon as he noticed McQueen's facial expression, his grin faltered. "Uh… Why're you in such a hurry, buddy?"

"I-I'm not in a hurry, Mater, I just…" McQueen went silent for a second, realizing with a twinge of embarrassment that he'd never thought of how he could word this.

" _C'mon, you idiot. Just say something!"_

"Um…" McQueen jerked his cab towards an isolated corner, staring Mater in the eyes. "Mater, can we… Can I talk to you for a se- ?"

"Excuse me?"

The new voice, coupled with a light metallic tapping sounding from around Mater's bumper, which made the tow truck yelp, cut off McQueen's request. Mater spun around, nearly ramming his back fender into McQueen's front bumper.

A small ocean blue Fiat stood there. Her eyes matched her paint, and on her windshield sat a pair of large circular glasses.

Upon seeing Mater's face the Fiat squinted. Then she grinned.

"Hey, Jocelyn," she called, glancing at something behind the two, "I found him. He's the one."

"WHAT!?"

McQueen had to bite the inside of his mouth to keep from exclaiming. He cringed a little; his eardrums seemed to ring from the shrill voice. He heard a loud screech of tires as yet another car sped past him.

She was a Scion XA, her paint a bright yellow. Even in the evening's low light, McQueen could see that her roof was sky blue in color. In terms of expression and demeanor though, when compared to her friend, she seemed oxymoronic – while the Fiat appeared perpetually bored or depressed yet kind, the Scion's eyes were alight with elation, and a large smile pierced her grill.

She came to a grinding halt beside the Fiat, took one look at Mater's face, and her eyes widened. She gasped, her front bumper dropping to the ground with a loud clang. "Oh my gosh…" She gripped one of her friend's front tires, gesturing excitedly towards Mater with her free one. "Sadie, it's him!" she squealed, "It really is _him_!"

A knowing smile slowly crept across McQueen's grill. He knew this type of situation. It was practically Celebrity 101: _You will most likely have rabid fans._ And now that his best friend was experiencing it… McQueen couldn't help the snicker in his throat.

The Scion – McQueen assumed her name was Jocelyn – let go of Sadie's tire then to hop up and down in her excitement. "Oh my goodness…" she breathed, "Are you really Tow Mater? You… You're the one who exposed Axelrod! With a _bomb_ strapped to you!"

Mater chuckled. "Hehehe… Yessirree, little lady!"

Sadie nodded, jerking her cab towards her friend. "She won't stop talking to me about you," she said, "We heard all those Lemons tied you up in Big Bentley…"

"Yeah!" Jocelyn cut in, "How'd you even get out of there? I mean, I heard the Lemons stole all your weapons, so… Yeah, how on earth do you get out of something like that _alive?"_ "

"Well, see, first the only thin' Ah could think about right there was dat…" That was when Mater seemed to remember McQueen's presence. "Uh… hold on fer a sec, ladies…" He turned back around to face his friend. "S-Sorry, McQueen… did ya wanna talk tah me 'bout somethin', er…?"

McQueen nodded. He took in a breath to continue.

But he remained silent. He looked back at Jocelyn and Sadie, both bearing expectant expressions as they waited for him to speak. He thought about how excited Jocelyn had been when she'd realized she was actually seeing one of her heroes – at least, that was what McQueen had figured – in metal and oil, how she'd seemed to be bursting with eagerness to hear Mater's story.

He couldn't bring himself to do it. To ruin this beautiful moment with an awkward, overdue apology.

"Uh… N-No no, Mater, it was nothing," McQueen finally said. He pointed towards Jocelyn and Sadie. "Go on. You can keep talking to them."

A hint of worry crept into Mater's gaze, making McQueen's tank coil up. "Are ya sure?" he asked, reaching out a tire.

McQueen reversed before he could touch him, spreading his own tires and rapidly shaking his cab. "No really, it was nothing. Go on, tell 'em your story. I'll, uh… I'll talk to you later buddy, 'kay?"

And with that, before Mater could question him any further, McQueen swiftly spun around and drove straight back into the restaurant, engine pounding against his cab.

" _It… It's fine. Look at him – he's perfectly fine,"_ he reassured himself, _"He's normal. He's happy. He's cheerful. He can't get enough of other cars listening to his stories. He's completely_ fine. _You don't have to apologize. He's probably forgiven you already. He… He always bounces back. He's cool._

" _Everything's fine…"_

~x~

McQueen pried his burning eyes open for what felt like the fifth time that night. He moaned in his throat as he blinked; a screen of blurred, silvery-blue light coated his vision, stinging his fatigued retinas even more. As soon as the dark room became clear again, McQueen sought out the light's source.

The moon gleamed against the black sky in the hotel bedroom's only window, the open blinds creating stripes of blinding light.

McQueen glared, letting out a soft growl. _"Thanks a lot, moon…"_

Biting back a groan, he drove over to the blinds and shut them, bathing the room in luxurious darkness once again.

McQueen continued to stare at the window. His brief triumph passed, leaving behind emptiness. His eyes wandered towards the carpet.

Though it'd been annoying, that wasn't what was keeping him awake at all.

McQueen pursed his lips as he remembered. If he could only reach his eyes, he'd slap a tire to his own face. He shut his eyes, sighing, "Mater…"

"…Stickers?"

McQueen started, his eyes snapping open. He whipped around.

Sally, still snuggled in the bed, was yawning, her frame shuddering a little as she stretched. She blinked a few times, and then her half-lidded eyes found McQueen. "What're you doing up?" she whispered.

McQueen's fenders warmed. "S-Sorry," he muttered, his eyes darting downwards, "Couldn't sleep."

A knowing smile played Sally's lips. She arched an eyerim. "You're thinking about Mater, aren't you?"

The carpet smothered the noise from McQueen's front bumper hitting the floor. He blinked, looking his girlfriend over. "Wh… How'd you know that?"

Sally shrugged. "I watched you while we were at dinner. You looked like you were desperate to talk to him, and when you didn't get to… You looked pretty guilty, Stickers."

For a moment McQueen was silent. Then he grinned. He spread his tires, chuckling a bit and shaking his cab in disbelief. "How _do_ you do that?"

"Do what?"

"I dunno, you just… you read cars just so _easily."_

Sally rolled her eyes, smirking. She patted the empty space beside her.

"Come on. Talk to me," she said once McQueen settled next to her. Concern shone in her aqua gaze. "Something happened between you and Mater. Didn't it?"

McQueen rubbed a tire into the bedsheet, swallowing hard. "…Yeah…"

He felt Sally's tire on his side, rubbing comforting circles into it. "Can you tell me what happened?" she asked.

McQueen cringed, squeezing his eyes shut. "I-I dunno, Sal, it was just…" He held his breath as he struggled to think of a more pleasant way to describe it to her. Then he let it out in a long sigh.

"I… back at the Tokyo race, I… You were watching, you remember how I lost that one. But Mater, he… It really wasn't his fault, it was because of his spy friends that he… he was really talking to _them_ through his headset, but I couldn't hear them. I thought he was talking to me the whole time. So when he said outside, I just… drove outside."

"Mm," Sally nodded, pursing her lips. "I _was_ wondering why you'd do something that stupid."

McQueen nodded. "Yeah, that's exactly what _I_ was thinking. It was such a dumb move. I had no idea why on earth he's tell me something like that. I mean, he's known me long enough to pick up on racing lingo, so… I was just so confused. So I went to talk to him in the pits, and…"

A lump grew in McQueen's throat. He quieted, the topic feeling like a ticking time bomb, not unlike the one that'd been strapped to Mater mere hours ago.

"Stickers?" Sally piped up. She jostled his tire. "What? What happened?"

McQueen tried to swallow. He shook his cab, letting out a low groan. "I don't know what I was thinking Sal, I was just... I was just _so mad."_

He blinked and saw it again; Mater staring at him in utter disbelief, pleading to let him go and talk to someone and explain the entire mishap… and then flinching violently, his eyes widening as McQueen snapped one last time at him before driving off, not once looking back at the damage he'd done…

"You were mad?" Sally asked, cutting through the memory.

McQueen averted his gaze, refusing to let himself see the disappointment – and possibly even scolding – in Sally's features. He bit his lip. Never before had he felt more ashamed to call himself her boyfriend.

"Lightning." Sally's stern tone made McQueen want to wince. "What did you say to him?"

"I-I don't know why I did it," he stammered, "I… I said some things that were just…"

He gritted his teeth so hard he could feel every crevice in them. His engine grew heavier with each second that passed.

" _No point in hiding it anymore. She'll squeeze it out of you eventually."_

"I… I said I didn't need his help," he muttered, "That I didn't _want_ his help."

The room went quiet enough that all McQueen could hear was his own breathing. After a few seconds of it he began to wonder whether or not she'd heard him. Then she spoke again.

"Lightning, if that's the only thing you're feeling guilty about, you should stop," Sally continued, "You shouldn't beat yourself up this much over something like that. I watched you apologize to him right before you both took off to get the bomb off of him. From what I've seen, Mater's perfectly fine." She drove forwards a few centimeters, revealing the understanding glint in her eyes. She gave him a warm smile, caressing his fender with a tire. "I'm sure everything's fine with him now. You don't have to- "

"That's not it."

"What?"

"Sal, that's not it," McQueen snapped. He spun around to face his girlfriend, suddenly hit with a new wave of frustration.

Sally flinched as soon as he moved, snapping her tire back under her fender in surprise. She blinked a few times. "S-Stickers-"

"It wasn't just one time! I got mad at him again, for absolutely no reason!" McQueen gestured with his tires as he talked, his frame trembling a bit from the fury and shame in his words. "In Porta Corsa, right after the race. He came to me so out of breath from running for his freakin' life. He actually almost _died_ to get to me, Sal! You remember his story – he had to eavesdrop for his spy friends, and those stupid Lemons almost shot him to death! And all he ever wanted to do was warn me about those freaking Lemons' plan to kill me, to _protect me_ from them. And what did I do? Well, _I_ refused to believe him! I thought he was just… making up stories again, like he always does. And then he…"

McQueen sighed then, his fury chased away by returning guilt. He sank low on his chassis, shaking his cab.

"…he got mad at me…"

"Wait, what?" The concern and fear in Sally's face melted, replaced with understandable shock. "Mater… Mater _got mad at you_?"

"Hey, I couldn't believe it either," McQueen said, "but he started yelling at me. He kept going on about how I never really liked him… how it seemed like I…"

McQueen suddenly became very interested in the carpet again. The lump returned. A boulder sat in his tank.

"He felt like… He felt like I hated him… almost like I wanted him _dead…"_

His voice faltered on the last word. He rubbed a tire into the floor, waiting for the scolding to begin.

Instead he heard the quiet crunching sounds of rubber moving across carpet. He felt a tire being hooked under his bumper, forcing him to look up.

Sally stood in front of him, her blue eyes looking like those of a mother whose child had just started crying in front of her. Her smile was as warm and understanding as it had ever been.

"Stickers," she coaxed, "I know you know he's sensitive. I know you feel you should've known better. I get that you feel guilty. Like you might've destroyed your friendship with him."

" _You don't have to rub it in…"_ the stock car thought bitterly.

"But I know Mater," Sally continued, "He forgives cars, often times much quicker than most would. And he adores you to pieces, you're his best friend. You don't have to beat yourself up over this. I'm sure he's already put it behind him."

A moment passed as her words sunk in. McQueen suddenly wanted to laugh and cry at the same time. A grin pulled at his lips. "A _gain,"_ he chuckled, shaking his cab lightly. "You're so good at that! How do you do it, woman?"

His last statement made Sally laugh. She rolled back into the bed, McQueen taking his place beside her.

She nuzzled his side. "If you still feel guilty about it," she said, "you can talk to him about it tomorrow. Okay?"

McQueen nuzzled her back, murmuring an affirmation. But as Sally's breathing slowed as she fell back asleep, McQueen realized the resentment in his tank still hadn't faded.

He wanted Mater in the room right now. Who cared if Sally could be an observer? He certainly didn't. He had to talk to him. He just _had_ to.

" _Manufacturer damn me if I don't…"_

~x~

McQueen yawned as he shut the bedroom door and strolled into the room's tiny excuse for a kitchen. Once his discussion with Sally had ended he'd shut his eyes and waited. Waited. Counted until he reached two-hundred thirty-seven. But no. He still couldn't bring himself to fall asleep.

He opened the fridge's door and took out a can of oil, popping it open.

 _"Maybe putting something in my tank will calm me down…"_

As he rummaged around the freezer for a few ice cubes he thought about what Sally had told him.

 _"It's all fine,"_ he told himself, _"She's right. Mater's fine. He's probably already forgiven me. A-After all, I already apologized to him already. I don't have to do anything else…"_

McQueen stared down into his drink, watching the frozen cubes float about the surface.

The more he brought up that single sentence the more it disgusted him. There was still no way in hell Mater could've forgiven him after something that pathetic and quick.

 _"But… I still gotta wait to tell him… I probably won't even get the chance in the morning. We gotta pack everything up and head home. And I can't do it on the plane 'cause everyone'll be watching us…"_

McQueen sighed, lightly shaking his cab. _"Can you see this from wherever you are, Doc? If you were still here, none of this would've happened…"_

"Hey Lightnin'."

The sudden voice jolted McQueen from his thoughts, almost making him spill his drink. He spun around.

And felt a painful pang in his engine.

Mater stood in the middle of the room, the door to his own bedroom swinging wide open. He gave his usual warm smile as he rolled over to the racecar, somnolence swimming in his emerald eyes. "Yer up late," he commented.

McQueen smiled back despite the numbness in his frame. "Hey Mater. You couldn't sleep either?"

The tow truck shook his cab. "Naw," he admitted, "A've got a lot on mah mind."

"Ah…" was McQueen's only response.

He waited a beat. Several beats. When it felt like Mater wasn't going to speak again anytime soon, he cleared his throat.

"So, uh…" he mumbled. "W-What're you doing out here?"

Mater shrugged, staring at the floor. "Dunno. Ah thought maybe comin' out here might make me tired enough tah go back tah sleep…"

An uncomfortable feeling nagged at McQueen. His smile faltered.

Mater's grin had felt forced. His tow cable seemed to sag. His frame was so low on his chassis that his fenders almost touched the ground. He lacked any of his standard enthusiasm – and there's no way it was from exhaustion. McQueen had known Mater long enough to understand that the truck always had some semblance of a bounce in his driving, even when he was sleep-deprived.

He looked so… not Mater.

The guilt returned, this time gnawing and pulling at the inside of McQueen's tank.

 _"Talk to him. Apologize. Do it now. Here's your perfect chance."_

"I've had a lot on _my_ mind too, actually," McQueen said, "Mater, about everything that's happened, I just want to let you know that I'm sorry. For everything. I should never have doubted you. You're my best friend – it was all you were ever trying to be. And I was wrong for judging you like that, I get that now. If you could ever forgive me…"

Then McQueen realized those words were only in his head. The only actual thing that came out of his mouth was a soft "…Oh."

A thorny silence arose. After a while of it McQueen sucked in a breath through his teeth. He nudged his can of oil forwards.

"Midnight snack," he said, trying his best to sound somewhat amused.

It managed to squeeze the tiniest chuckle out of Mater. The tow truck lightly shook his cab. "Ah dun't need one iffen dat's what yer thinkin'."

"No no, you're fine, buddy" McQueen said quickly. Clutching his drink in the cleft of his tire, he turned around and faced the counter right next to the fridge in search of a bendy straw.

Then his eyes found the floor again as his thoughts caught up to him. A nausea-like sensation made its way through his tank.

 _"What're you waiting for?"_ An indignant voice shrieked in McQueen's head, _"Go on! Say something! It's all you've been wanting to do since yesterday! So just freaking_ do _it!"_

 _"Hey, it's not that I don't want to do it,"_ the other side of him snapped back, _"It's just… I dunno… It's just hard."_

 _"How? It would mean the world to him if you did it, especially after that weak-ass excuse for an apology you gave him earlier!"_

 _"I get that, it's just… what if he's still changed? You saw how angry he got in Italy. How do I know he's still not bitter about that? About any of the bullcrap I gave him?"_

 _"C'mon, he's_ Mater. _Are you sure he'd do that?"_

 _"I… I don't know… I just don't want to risk anything…"_

With each new argument the ache in his tank grew more and more unceasing.

Something small poked his side.

"Here."

"Hm?" McQueen shook his cab and turned, the inquiry of whatever Mater was doing already forming on his tongue.

Mater stood much closer to him than before, one tire outstretched. In the palm of his rim sat a single white drinking straw, the bendy section already bowing. Mater gave a small grin, his eyes gleaming, telling McQueen to take it.

McQueen blinked. He never considered where he'd pulled it out of, or even how he'd managed to grab it without the stock car hearing.

"Uh… Uh, t-thanks buddy." McQueen took the straw in his teeth and, after giving Mater a curt nod, inserted it into his drink. As he took a sip he glanced up at the looming countertop and bit back a smug grin.

 _"Well, he definitely saved me the trouble of hopping up there to get one."_

"Ah saw that ya won back in Porta Corsa."

"I'm sorry?" McQueen asked, bringing his next sip to an abrupt halt. Genuine confusion tinted his voice – he'd figured the only things Mater could remember from that disaster was the Lemons almost shooting his brains out, the realization that they were planning to shoot _McQueen's_ brains out, and McQueen's second betrayal coupled with his bitter tirade.

 _"Not my stupid race…"_

Mater shrugged, rubbing a tire into the floor. "While Ah was tryn'a find yah Ah heard oder cars talkin', and Ah heard yah won." He reached out and gave McQueen's fender a light shove, smiling in… was that _admiration?_ "Dat Francesco feller got pretty close tah beatin' yah, didn't he?"

Now McQueen let his smug grin free. He remembered the overwhelming satisfaction he'd felt once he realized he'd actually beaten his Italian rival, and barked a laugh. "Heh. He _did_ get pretty close." He angled a tire towards himself, raising an eyerim in Mater's direction. "But guess who didn't?"

Mater let out a flurry of noises that made McQueen's engine swell. He realized he hadn't heard the tow truck giggle like that since over a week ago.

It was over far too quickly; as soon as he started Mater cut it short with a long yawn. "I, uh…" He began driving backwards, jerking his cab towards his bedroom. "Ah should prob'ly go back tah bed." He flashed McQueen one last tired smile. "G'night, Lightnin'."

"Um… Uh-Sure. Yeah. I'd better head back soon too," McQueen said. He waved a tire, giving Mater a half-smile. "I'll, uh… I'll see you in the morning, 'kay bud?"

But as Mater approached his bedroom door McQueen's smile melted away. He sucked his bottom lip into his mouth so he could bite it. Cold tendrils wrapped themselves around his engine and squeezed, but not before driving a knife through him first. His entire frame grew numb. His engine pounded against his cab. His conscience screamed at him, demonizing him. He could almost hear Doc doing the same, asking him why why why are you such a Dodge Ram idiot-

"Mater, I'm sorry."

Mater's tires screeched as he came to an abrupt halt. He reversed. His features softened, giving his expression an almost childlike quality. "Wh…What?"

McQueen had sped out of the kitchen, his can of oil long forgotten. He heaved his every breath as he stared Mater in the eyes.

"I… I… I'm sorry, Mater…" It took everything in him to not scream it. "I… I'm so sorry. For everything."

Mater's jaw hung open. He blinked a few times as McQueen's words sunk in. "Wh… W-What?" His voice seemed to tremble.

"I should never have treated you the way I did," McQueen said, "I… I was a jerk to you. I don't know why I was, I was just…" He sighed, shaking his cab. "You were right, Mater. About everything. I did have an ego. I did treat you badly. And… I'm sorry, but I… I _did_ think you were a…" He grimaced, the ugly truth feeling like a fresh dent in his fender.

"…I thought you were an _idiot…"_

As soon as he said it Mater's expression morphed from saddened to completely heartbroken. "L-Lightnin'…"

"B-But… honestly, Mater, _I_ was the freakin' idiot," McQueen continued, his tone hardening. "You did nothing wrong. You just made a simple mistake, and I was stupid for ever even _thinking_ about getting mad at you. I get it now. You were completely right to get mad at me the way you did. B-But… if you could ever forgive me- "

"N-No, McQueen. Wait a sec." Mater cut through his speech, rapidly shaking his cab and spreading his tires.

Part of McQueen wanted to bark at him to be quiet, to let him keep pouring his soul out for the truck to hear. But that wasn't the part of him that was genuinely curious as to what Mater had to say. "W-What?" he asked, "What is it?"

"I, uh…" Mater's eyes flitted towards the ground. He rubbed a tire into the carpet, pursing his lips. "Ah… Yah dun't have tah apologize fer dat. Fer _any_ o' dat. Ah shouldn't've gotten mad atcha…"

A gunshot went off in McQueen's head. His oil ran cold.

" _Oh no… Oh Ford no…"_

"Yer not wrong fer thinkin' Ah was an idiot," Mater went on, "'cause Ah _was_ one. Ah've always been one, Ah git dat now. Ah shouldn't've made yah lose in Tokyo. Ah should've known you was lis'nen' tah me dah whole time…" He blinked then, and McQueen thought he caught the beginning of tears in Mater's eyes. "…Ah should'a _known better…"_

McQueen's engine splintered. The sharp remains dug into his tank.

"No… No no no, Mater, you… Didn't you hear _anything_ I just said?" McQueen's voice grew shrill with disbelief. "Just… Just today, back in London, you outed Miles Axelrod when nobody else could! You knew about his engine and the oil, no one else did! Not even your spy friends knew! You can't tell me you still feel like an idiot after _that_!"

"It's not dat," Mater said. He glanced at the floor and sank low on his chassis, so much so that his fenders almost touched the ground. "It's… It's ev'rythin' else. Ah git why you've never wan'ed me tah come wit' yah to yer races – ever since we got tah Tokyo, Ah've just been embarrassin' yah, in front of ev'ryone yah know- "

" _How!?"_ McQueen cut in, eyerims furrowing in indignation. " _How_ have you been embarrassing me!?"

"When Ah ate dat giant thing o' wasabi and den got between you an' Axelrod!" Mater snapped back. "An' den Ah ordered dat movie wit'out realizin' Ah had tah pay fer it! An', An' even before dat, Ah blabbed to dat Francesco feller! Even when you was tellin' me _not_ to!"

McQueen flinched. "M-Mater…"

The truck sighed then, shutting his eyes. When he opened them again they were glistening. "Ah cain't tell yah how sorry Ah am fer…" His voice faltered. He swallowed before trying again. "…fer bein' such a _fool…"_

The comeback McQueen had been preparing fizzled away. The stock car's face softened. For the first time in a good while he felt pure, unyielding sadness.

" _Why were you so cruel to him!?"_ His mind cried out, slamming an invisible fist against his cab, _"Look at him! He hates himself now, because of you! He did nothing wrong, and now he feels like everything_ you _did was all_ his _fault! You learned_ nothing _from moving to Radiator Springs!"_

"…"

"…"

"…Mater."

"…"

"Mater, look at me."

After a few moments he did. "What?"

McQueen slowly drove up to his friend. He reached out a tire and rested it on Mater's fender. He stared him dead in the eyes.

"Mater," he said, pouring as much sincerity into his voice as he could muster, "You're not a fool. Think about it. You saved my life today. You saved the freaking _world_ today. No one else could've figured it out. And it's not just that, just think about when I first came to Radiator Springs. Everyone else _hated_ me. Nobody wanted to trust me. But you gave me a chance. You were my first real _friend,_ Mater."

It sounded corny, even as he said it. But at least he was being honest. And Mater had never needed the truth so much.

"And… And that's what's so great about you, dude," he continued, "You just have this… insane ability to see the good in practically _any_ one."

" _Even jerkwads like me…"_

Mater's eyes widened as he took it all in. "B-But…" he stammered, "…B-Back in Tokyo, wit da race… an' da party…"

"Mater, you were just being _you._ You'd never been out of the country before. You were just being yourself. And if anyone ever has the gall to hate you for being yourself, then– "

"B-But, McQueen…" Mater interrupted, shaking McQueen's tire off of him. "…Ah… Evr'ythin' Ah've done tah- "

"Oh will you just _shut up!?"_

Mater let out a squeak and cowered. McQueen didn't regret the outburst.

"Mater, just stop it! Please, just stop!" McQueen slammed a tire into the floor, feeling his bottom lip begin to tremble. "You can't keep thinking like that! What happened to my best friend!? What happened to the cheery guy who would never give a damn what others thought of him!? Who was there for me when I needed him no matter what, even when I was a freaking _mess!?"_

The pinching in McQueen's tank returned. His breathing grew heavy with indignation. He looked away from Mater, swallowing hard. A familiar pressure built behind his eyes, begging for release.

 _"No. I can't cry. I can't. I_ won't. _He…"_

"Lightnin'?"

McQueen whipped his eyes back up. What he saw made his engine tighten even further.

Mater's eyes shone with unshed tears. His tires were spread in a welcoming gesture. He swallowed, looking McQueen in the eyes.

"Ah think…" he strained out, "Ah think we both need a hug right now…"

McQueen didn't need to be told twice.

With a short burst of speed McQueen flung himself at the tow truck, lifting his left side and gripping Mater's fender with his tire. He heard Mater's chassis creak as he reached out and clutched McQueen's free tire. The racecar squeezed his eyes shut, gritting his teeth to fight back the sob in his throat. He felt Mater's frame shudder underneath him as the truck took in a shaky breath, he figured to hold down the impending storm. Just that observation alone almost made McQueen start up himself.

In that moment McQueen knew exactly how Mater must've felt. Believing that his best friend hated him. Doubting himself, his abilities, his friendships – until the doubt finally accumulated into full-fledged self-loathing, desperately clinging to his last shred of optimism that his best friend hadn't abandoned him, didn't hate him, wanted to extinguish this conflict as quickly as he did.

And yet, despite that, McQueen found himself smiling. The tendrils finally released him. The weight on his engine finally lifted. Warm joy spread to every inch of his frame.

He forgave him. After everything he'd done to him, every time he'd cursed his name or pushed him away or given him bullcrap for no reason other than he was just Mater being Mater… he forgavehim. Doc could make fun of him for being this emotional all he wanted – Mater. Forgave. _Him._

They remained in the embrace for what felt like a solid minute, their synced breathing the only sound in the room.

After one last squeeze McQueen released Mater, hopping back down to the floor. He immediately checked his friend.

Unlike him, Mater had actually started crying. He sniffed, blinking as tears rolled down his fenders. A pang struck McQueen as he watched, and for a beat he wondered if he should've kept up the hug until Mater's gaze found him. And he smiled.

"I-I…" He let out a single shaky chuckle. "Thanks fer dat, Lightnin'…"

McQueen almost mirrored the smile before a sliver of dread made its way through his tank. His eyerims furrowed. "Mater," he said tentatively, driving forwards a single tirecycle. "Are you gonna be okay?"

Mater's grin faded. His eyes wandered towards the floor as he thought. Then his expression grew solemn. His smile returned, his eyes filling with tears again.

"Y-Yeah… Ah-Ah think Ah am. 'Specially now."

Now McQueen let his own smile loose. "I'm glad."

 **And Sally was only pretending to be asleep so she could watch the two reconcile :3**

 **Thank you all so much for reading! Sorry if it wasn't as good as** **Backstabber** **– I'm not nearly as good writing McQueen as I am writing Mater.**

 **Anyway, I hope you all enjoyed this follow up story! I** _ **do**_ **have an idea for what my next** **Cars** **story is going to be about, if anyone is wondering. As for what the story will be about…. I'm not telling yet :3 I'll just say that you'll be seeing one last story about Lightning from me before I start writing more Mater-centric stories (God I love his character way too much…)**

 **I greatly encourage constructive criticism in the reviews – I'm always trying to become a better writer :3**

 **You readers stay awesome and have a fantastic day.**

 **~Pixel**


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